SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant: Yes.
Filed by a Party other than the Registrant: No.
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as Permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MARION CAPITAL HOLDINGS, INC.
(Name Of Registrant As Specified In Its Charter)
MARION CAPITAL HOLDINGS, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
(1) Title of each class of securities to which transaction
applies: N/A
(2) Aggregate number of securities to which transaction
applies: N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing. N/A
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
MARION CAPITAL
HOLDINGS, INC.
100 West Third Street
Marion, Indiana 46952
(765) 664-0556
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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To Be Held On October 18, 1999
Notice is hereby given that the Annual Meeting of Shareholders of
Marion Capital Holdings, Inc. (the "Holding Company") will be held at the
Holding Company's office at 100 West Third Street, Marion, Indiana, on Monday,
October 18, 1999, at 4:30 P.M., Eastern Standard Time.
The Annual Meeting will be held for the following purposes:
1. Election of Directors. Election of two directors of the
Holding Company to serve three-year terms expiring in 2002.
2. Ratification of Auditors. Ratification of the appointment of
Olive LLP as auditors for Marion Capital Holdings, Inc. for
the fiscal year ending June 30, 2000.
3. Other Business. Such other matters as may properly come before
the meeting or any adjournment thereof.
Shareholders of record at the close of business on August 23, 1999, are
entitled to vote at the meeting or any adjournment thereof.
We urge you to read the enclosed Proxy Statement carefully so that you
may be informed about the business to come before the meeting, or any
adjournment thereof. At your earliest convenience, please sign and return the
accompanying proxy in the postage-paid envelope furnished for that purpose.
A copy of our Annual Report for the fiscal year ended June 30, 1999, is
enclosed. The Annual Report is not a part of the proxy soliciting material
enclosed with this letter.
By Order of the Board of Directors
/s/ Steven L. Banks
Steven L. Banks, President and
Chief Executive Officer
Marion, Indiana
September 13, 1999
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
MARION CAPITAL
HOLDINGS, INC.
100 West Third Street
Marion, Indiana 46952
(765) 664-0556
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PROXY STATEMENT
---------------
FOR
ANNUAL MEETING OF SHAREHOLDERS
October 18, 1999
This Proxy Statement is being furnished to the holders of common stock,
without par value (the "Common Stock"), of Marion Capital Holdings, Inc. (the
"Holding Company"), an Indiana corporation, in connection with the solicitation
of proxies by the Board of Directors of the Holding Company to be voted at the
Annual Meeting of Shareholders to be held at 4:30 P.M., Eastern Standard Time,
on October 18, 1999, at the Holding Company's office at 100 West Third Street,
Marion, Indiana, and at any adjournment of such meeting. The principal asset of
the Holding Company consists of 100% of the issued and outstanding shares of
common stock, $.01 par value per share, of First Federal Savings Bank of Marion
("First Federal"). This Proxy Statement is expected to be mailed to the
shareholders on or about September 13, 1999.
The proxy solicited hereby, if properly signed and returned to the
Holding Company and not revoked prior to its use, will be voted in accordance
with the instructions contained therein. If no contrary instructions are given,
each proxy received will be voted for each of the matters described below and,
upon the transaction of such other business as may properly come before the
meeting, in accordance with the best judgment of the persons appointed as
proxies.
Any shareholder giving a proxy has the power to revoke it at any time
before it is exercised by (i) filing with the Secretary of the Holding Company
written notice thereof (Larry G. Phillips, 100 West Third Street, Marion,
Indiana 46952), (ii) submitting a duly executed proxy bearing a later date, or
(iii) by appearing at the Annual Meeting and giving the Secretary notice of his
or her intention to vote in person. Proxies solicited hereby may be exercised
only at the Annual Meeting and any adjournment thereof and will not be used for
any other meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record at the close of business on August 23, 1999
("Voting Record Date"), will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 1,424,550 shares of the Common Stock issued and
outstanding, and the Holding Company had no other class of equity securities
outstanding. Each share of Common Stock is entitled to one vote at the Annual
Meeting on all matters properly presented at the Annual Meeting. A majority of
the votes entitled to be cast, in person or by proxy, at the Annual Meeting is
necessary for a quorum. In determining whether a quorum is present, shareholders
who abstain, cast broker non-votes, or withhold authority to vote on one or more
director nominees will be deemed present at the Annual Meeting. There are no
persons known by the Holding Company to own beneficially 5% or more of its
Common Stock.
PROPOSAL I -- ELECTION OF DIRECTORS
The Board of Directors, by resolution adopted pursuant to the By-Laws
of the Holding Company, established that the Board of Directors shall consist of
six members. The By-Laws provide that the Board of Directors is to be divided
into three classes as nearly equal in number as possible. The members of each
class are to be elected for a term of three years and until their successors are
elected and qualified. One class of directors is to be elected annually. The
nominees for director this year are Steven L. Banks and W. Gordon Coryea, each
of whom is a current director of the Holding Company. If elected by the
shareholders at the Annual Meeting, the terms of Messrs. Banks and Coryea will
expire in 2002.
Unless otherwise directed, each proxy executed and returned by a
shareholder will be voted for the election of the nominees listed below. If any
person named as a nominee should be unable or unwilling to stand for election at
the time of the Annual Meeting, the proxy holders will nominate and vote for a
replacement nominee recommended by the Board of Directors. At this time, the
Board of Directors knows of no reason why the nominees listed below may not be
able to serve as directors if elected.
The following table sets forth certain information regarding directors
continuing in office and the nominees for the position of director of the
Holding Company, including the number and percent of shares of Common Stock
beneficially owned by such persons as of the Voting Record Date. Unless
otherwise indicated, each person in the table below has sole investment and/or
voting power with respect to the shares shown as beneficially owned by him. No
nominee for director is related to any other nominee for director or executive
officer of the Holding Company by blood, marriage, or adoption, and there are no
arrangements or understandings between any nominee and any other person pursuant
to which such nominee was selected. The table also sets forth the number of
shares of Holding Company Common Stock beneficially owned by Larry G. Phillips,
one of the Holding Company's executive officers, and by all directors and
executive officers of the Holding Company as a group.
Director
of the Common Stock
Director of Holding Beneficially Owned
Expiration of First Federal Company as of August 23, Percentage
Name Term as Director Since Since 1999(1) of Class
- -------------------------------------------------------------------------------------------------------------------
Director Nominees
Steven L. Banks 2002 1996 1996 10,583(2) 0.74%
W. Gordon Coryea 2002 1965 1992 16,144(3) 1.13%
Directors Continuing in Office
John M. Dalton 2001 1974 1992 28,754(4) 2.02%
Jon R. Marler 2000 1997 1997 11,083(5) 0.77%
Jerry D. McVicker 2000 1996 1996 36,573(6) 2.55%
Jack O. Murrell 2001 1974 1992 18,161(7) 1.27%
Executive Officer
Larry G. Phillips,
Senior Vice President,
Secretary and Treasurer -- -- -- 15,228(8) 1.07%
All directors and executive
officers as a group (8 persons) 136,526(9) 9.36%
(1) Based upon information furnished by the respective director nominees.
Under applicable regulations, shares are deemed to be beneficially
owned by a person if he or she directly or indirectly has or shares the
power to vote or dispose of the shares, whether or not he or she has
any economic power with respect to the shares. Includes shares
beneficially owned by members of the immediate families of the director
nominees residing in their homes.
(2) Of these shares, 500 are held in a trust as to which Mr. Banks is
trustee and beneficiary, and 10,083 are subject to a stock option
granted under the Marion Capital Holdings, Inc. Stock Option Plan (the
"Option Plan").
(3) Of these shares, 1,000 are held jointly by Mr. Coryea and his wife, and
3,144 are subject to a stock option granted under the Option Plan.
(4) Of these shares, 15,717 are owned jointly by Mr. Dalton and his wife
and 9,537 are held in a revocable trust as to which Mr. Dalton is
co-trustee and his wife is a beneficiary.
(5) Of these shares, 2,000 are held jointly by Mr. Marler and his spouse,
and 9,083 are subject to a stock option granted under the Option Plan.
(6) Includes 6,490 shares owned jointly by Mr. McVicker and his wife,
15,000 shares held in a trust as to which Mr. McVicker is trustee and
beneficiary, and 10,083 shares subject to a stock option granted under
the Option Plan.
(7) Of these shares, 13,944 are held jointly by Mr. Murrell and his wife,
and 1,667 are subject to a stock option granted under the Option Plan.
(8) These shares are held jointly by Mr. Phillips and his wife.
(9) The total of such shares includes 34,060 shares subject to stock
options granted under the Option Plan.
Presented below is certain information concerning the directors and director
nominees of the Holding Company:
Steven L. Banks (age 49) has been President and Chief Executive Officer
of the Holding Company and First Federal since April, 1999. Mr. Banks also
became Vice Chairman of the Holding Company and First Federal in January, 1999.
Theretofore he served as Executive Vice President of the Holding Company and
First Federal since September 1, 1996. Theretofore he served as President and
Chief Executive Officer of Fidelity Federal Savings Bank, Marion, Indiana since
prior to 1991.
W. Gordon Coryea (age 74) is a retired attorney at law and had served
as attorney for First Federal since 1965 until his retirement in 1998.
John M. Dalton (age 65) has served as Chairman of the Holding Company
and First Federal since July, 1997. He retired as President and Chief Executive
Officer of the Holding Company and First Federal in March, 1999 having served in
those positions since February, 1996. Theretofore he served as Executive Vice
President of First Federal since 1983 and of the Holding Company since 1992.
Jon R. Marler (age 49) has served as President of Carico Systems
(distributor of heavy duty wire containers and material handling carts in Fort
Wayne, Indiana) since April, 1999; theretofore he served as Senior Vice
President of Ralph M. Williams and Associates (a real estate developer located
in Marion, Indiana) since June 1982. He also has served as President of Empire
Real Estate and Development, Inc. (a commercial real estate developer located in
Marion, Indiana) since 1989.
Jerry D. McVicker (age 54) has served as Director of Operations for
Marion Community Schools (education) since April, 1996. Theretofore he served as
Assistant Principal of Marion High School since prior to 1991.
Jack O. Murrell (age 76) served as President of Murrell and Keal, Inc.,
since 1958 (a retailer located in Marion, Indiana) until his retirement in 1993.
THE DIRECTORS SHALL BE ELECTED UPON RECEIPT OF A PLURALITY OF
AFFIRMATIVE VOTES CAST AT THE ANNUAL SHAREHOLDERS MEETING. Plurality means that
individuals who receive the largest number of votes cast are elected up to the
maximum number of directors to be chosen at the meeting. Abstentions, broker
non-votes, and instructions on the accompanying proxy to withhold authority to
vote for one or more of the nominees will result in the respective nominees
receiving fewer votes. However, the number of votes otherwise received by the
nominee will not be reduced by such action.
The Board of Directors and its Committees
During the fiscal year ended June 30, 1999, the Board of Directors of
the Holding Company met seven times. No director attended fewer than 75% of the
aggregate total number of meetings during the last fiscal year of the Board of
Directors of the Holding Company held while he served as director and of
meetings of committees which he served during that fiscal year. Among other
committees, the Board of Directors of the Holding Company has an Audit Committee
and a Stock Compensation Committee. All committee members are appointed by the
Board of Directors.
The Audit Committee, comprised of Messrs. Coryea, McVicker and Murrell,
recommends the appointment of the Holding Company's independent accountants, and
meets with them to outline the scope and review the results of such audit. The
Audit Committee meets as needed and held one meeting during the year ended June
30, 1999.
The Stock Compensation Committee administers the Holding Company's
Stock Option Plan and the First Federal Savings Bank of Marion Recognition and
Retention Plans and Trusts. The members of that Committee are Messrs. Murrell
and Marler. It did not meet during the fiscal year ended June 30, 1999.
The Board of Directors nominated the slate of directors set forth in
the Proxy Statement. Although the Board of Directors of the Holding Company will
consider nominees recommended by shareholders, it has not actively solicited
recommendations for nominees from shareholders nor has it established procedures
for this purpose. Article III, Section 12 of the Holding Company's By-Laws
provides that shareholders entitled to vote for the election of directors may
name nominees for election to the Board of Directors but there are certain
requirements that must be satisfied in order to do so. Among other things,
written notice of a proposed nomination must be received by the Secretary of the
Holding Company not less than 60 days prior to the Annual Meeting; provided,
however, that in the event that less than 70 days' notice or public disclosure
of the date of the meeting is given or made to shareholders (which notice or
public disclosure includes the date of the Annual Meeting specified in the
Holding Company's By-Laws if the Annual Meeting is held on such date), notice
must be received not later than the close of business on the 10th day following
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made.
Management Remuneration and Related Transactions
Remuneration of Named Executive Officers
No cash compensation is paid directly by the Holding Company to any of
its executive officers. Each of such officers is compensated by First Federal.
The following table sets forth information as to annual, long-term and
other compensation for services in all capacities to the Holding Company and its
subsidiaries for the last three fiscal years of (i) the individuals who served
as the chief executive officer of the Holding Company during the fiscal year
ended June 30, 1999 and (ii) each other executive officer of the Holding Company
serving as such during the 1999 fiscal year, who earned over $100,000 in salary
and bonuses during that year (the "Named Executive Officers").
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards
Other Annual Restricted All Other
Fiscal Compensation Stock Compensation
Name and Principal Position Year Salary ($) Bonus ($)(1) ($) (2) Awards ($) Options (#) ($)
- ------------------------------------------------------------------------------------------------------------------
John M. Dalton 1999 $181,719 $48,000 -- -- -- --
Chairman, former 1998 $206,550 $35,000 -- -- -- --
President and Chief 1997 $187,450 $32,100 -- -- -- --
Executive Officer,
Director (3)
Steven L. Banks 1999 $155,125 $40,000 -- -- -- --
President and Chief 1998 $136,500 $23,000 -- -- -- --
Executive Officer and 1997 $104,950 $ 7,000 -- -- 10,083 (5) --
Director (4)
Larry G. Phillips 1999 $117,350 $28,600 -- -- -- --
Senior Vice President, 1998 $110,500 $18,000 -- -- -- --
Secretary and Treasurer 1997 $101,700 $16,600 -- -- -- --
(1) The bonus amounts were paid under First Federal's bonus plan. During
the year ended June 30, 1999, amounts were paid in December, 1998 and
June, 1999 as First Federal switched from performing annual reviews and
bonus payments on a calendar year basis to a fiscal year basis.
(2) The Named Executive Officers of the Holding Company receive certain
perquisites, but the incremental cost of providing such perquisites
does not exeed the lesser of $50,000 or 10% of the officer's salary and
bonus.
(3) Mr. Dalton retired as President and Chief Executive Officer on March
31, 1999.
(4) Mr. Banks became affiliated with First Federal as Executive Vice
President on September 1, 1996, and became President and Chief
Executive Officer on March 31, 1999.
(5) These options became exercisable as to 4,938 shares on March 1, 1997,
as to 4,938 shares on January 1, 1998 and as to 207 shares on January
1, 1999.
Stock Options
The following table includes information relating to option exercises
by the Named Executive Officers during fiscal 1999 and the number of shares
covered by exercisable and unexercisable stock options held by the Named
Executive Officers as of June 30, 1999. Also reported are the values for
"in-the-money" options (options whose exercise price is lower than the market
value of the shares at fiscal year end) which represent the spread between the
exercise price of any such existing stock options and the fiscal year-end market
price of the stock. There were no stock options granted to the Named Executive
Officers during fiscal 1999.
Aggregate Option Exercises in Last Fiscal Year and
Outstanding Stock Option Grants and Value Realized as of 6/30/99
Number of Value of Unexercised
Securities Underlying In-the-Money
Unexercised Options Options at
Shares Acquired Value at Fiscal Year End (#) Fiscal Year End ($) (1)
Name on Exercise (#) Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- -------- ----------- ------------- ----------- -------------
John M. Dalton 7,000 $76,125 -- -- -- --
Steven L. Banks -- -- 10,083 -- $ 2,520.75 --
Larry G. Phillips 2,000 $22,500 -- -- -- --
(1) Amounts reflecting gains on outstanding options are based on the
average between the high and low prices for the shares on June 30,
1999, which was $20.50 per share.
Compensation of Directors
All directors of First Federal receive a retainer fee of $625 per
month, plus a fee of $625 per Board meeting attended. All directors receive $200
for each special meeting of the Board attended. Members of Board Committees,
other than officers, are paid a separate fee of $200 per meeting. As Chairman of
the Board of First Federal, Mr. Dalton receives a retainer fee of $937.50 per
month, plus a fee of $937.50 per Board meeting attended. Starting in January,
1999, as Vice Chairman of the Board of First Federal, Mr. Banks receives a
retainer fee of $781.25 per month, plus a fee of $781.25 per Board meeting
attended.
Directors of the Holding Company are paid a fee of $100 per meeting if
the meeting is held on the same day as a First Federal meeting and $200 per
meeting if the Holding Company meets on a different day.
Supplemental Retirement Plan for Directors. Effective May 1, 1992,
First Federal entered into deferred compensation agreements which remain in
effect for the directors listed below. These agreements provide that upon
retirement from the Board after attaining age 70, each director shall be
entitled to receive annual benefits in the following amounts for the following
number of years following such termination of service as a director:
Period Remaining Payable
Director Annual Payment at June 30, 1999
--------------------------------------------------------------------------
John M. Dalton $9,960 10 years
Jack O. Murrell $10,500 5 years, 8 months
W. Gordon Coryea $8,748 5 years, 7 months
George L. Thomas $10,392 5 years, 9 months
At the request of a director and subject to First Federal's consent,
payments may be made in a lump sum rather than annual installments. A director
may also elect to receive his benefits upon attaining age 70 even if he remains
on the Board of Directors. If service is terminated, the director may request
acceleration of payments based upon the accruals to date.
If the director dies prior to attaining age 70, his beneficiary will
receive annual payments equal to the Board fees paid by First Federal in the
twelve months immediately prior to his death for a period of 15 years. If he
dies after his benefits commence, his beneficiary will be entitled to receive
the remaining payments over the balance of the applicable payment period.
A director has the option of increasing his benefits payable under the
plan by deferring a larger amount of his directors fees to help fund the payment
of such increased benefits, although no director has elected to do so.
First Federal for the fiscal year ended June 30, 1999, accrued an
expense for this plan of $37,964 which consisted of interest on this deferred
liability which accrues at an annual rate of 10.5%.
Death Benefit Agreements with Directors. First Federal, as of April 30,
1988, entered into an agreement with Mr. Coryea which provides that upon his
death his beneficiary will be entitled to receive for a 15-year period, an
annual payment of $26,000.
First Federal has purchased paid-up life insurance on the lives of the
directors covered under the supplemental retirement plan for directors and death
benefit agreement described above, to fund the benefits available under these
plans.
Transactions With Certain Related Persons
First Federal may make available to its directors, officers, and
employees real estate mortgage loans secured by their principal residence and
other loans.
First Federal, as permitted under applicable regulations, has a benefit
and compensation program which permits its officer, directors and employees to
receive loans from First Federal at an annual rate which is 1/4% lower than the
rate charged members of the public. First Federal also waives loan processing
fees for such loans. Set forth below is certain information as to loans whose
aggregate indebtedness to First Federal exceeded $60,000 at any time during the
fiscal year ended June 30, 1999, made to any of First Federal's directors and
executive officers pursuant to this program. All such loans were current as of
June 30, 1999.
Highest Balance Interest Rate
Outstanding in Effect on
During the Balance June 30, 1999
Position with Type of Year Ended as of or at Time
Name First Federal Loan June 30, 1999 June 30, 1999 Loan Paid Off
---- ------------- ---- ------------- ------------- -------------
Steven L. Banks Director, President Adjustable Rate $ 100,000 $ 0 7.25%
and Chief Executive Mortgage
Officer
Fixed Rate Mortgage $ 100,000 $ 0 9.25%
John M. Dalton Chairman of Adjustable Rate $ 64,480 $ 37,592 7.5%
the Board Home Equity Loan
Cynthia Fortney Vice President Fixed Rate Mortgage $ 121,399 $ 113,912 6.875%
Jon R. Marler Director Adjustable Rate $ 60,067 $ 60,067 8.5%
W. Gordon Coryea, a director of both the Holding Company and First
Federal, served as counsel to First Federal, prior to his retirement in October,
1998, in connection with loan delinquencies and provided routine legal work such
as deed preparation, foreclosures and preparation of other legal documents. Mr.
Coryea received fees of $10,723 during the fiscal year ended June 30, 1999, for
such services, which fees exceed 5% of his law firm's revenues.
PROPOSAL II -- RATIFICATION OF AUDITORS
The Board of Directors proposes for the ratification of the
shareholders at the Annual Meeting the appointment of Olive LLP, certified
public accountants, as independent auditors for the fiscal year ended June 30,
2000. Olive LLP has served as auditors for First Federal since 1979. A
representative of Olive LLP will be present at the Annual Meeting with the
opportunity to make a statement if he so desires. He will also be available to
respond to any appropriate questions shareholders may have.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), requires that the Holding Company's officers and directors and
persons who own more than 10% of the Holding Company's Common Stock file reports
of ownership and changes in ownership with the SEC. Officers, directors and
greater than 10% shareholders are required by SEC regulations to furnish the
Holding Company with copies of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by it,
and/or written representations from certain reporting persons that no Forms 5
were required for those persons, the Holding Company believes that during the
fiscal year ended June 30, 1999, all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners with respect to
Section 16(a) of the 1934 Act were satisfied in a timely manner, provided that
John M. Dalton was 5 days late in reporting his sale of 2,674 shares in May,
1999, Jon Marler was approximately three weeks late in reporting his acquisition
of 500 shares in February, 1999, and Gordon Coryea was approximately six weeks
late in reporting his sale of 1,000 shares in February, 1999.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder wishes to have presented at the next
Annual Meeting of the Holding Company and included in the proxy statement and
form of proxy must be received at the main office of the Holding Company no
later than 120 days in advance of September 13, 2000. Any such proposal should
be sent to the attention of the Secretary of the Holding Company at 100 West
Third Street, Marion, Indiana 46952. A shareholder proposal being submitted
outside the processes of Rule 14a-8 promulgated under the 1934 Act will be
considered untimely if it is received by the Holding Company later than 45 days
in advance of September 13, 2000.
OTHER MATTERS
Management is not aware of any business to come before the Annual
Meeting other than those matters described in the Proxy Statement. However, if
any other matters should properly come before the Annual Meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.
The cost of solicitation of proxies will be borne by the Holding
Company. The Holding Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them in
sending proxy material to the beneficial owners of the Common Stock. In addition
to solicitation by mail, directors, officers, and employees of the Holding
Company may solicit proxies personally or by telephone without additional
compensation.
Each shareholder is urged to complete, date and sign the proxy and
return it promptly in the enclosed envelope.
By Order of the Board of Directors
/s/ Steven L. Banks
Steven L. Banks, President and
Chief Executive Officer
September 13, 1999
REVOCABLE PROXY MARION CAPITAL HOLDINGS, INC.
Annual Meeting of Shareholders
October 18, 1999
The undersigned hereby appoints Cynthia Fortney and Larry G. Phillips,
with full power of substitution, to act as attorneys and proxies for the
undersigned to vote all shares of common stock of Marion Capital Holdings, Inc.
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
to be held at the Holding Company's office, 100 West Third Street, Marion,
Indiana, on Monday, October 18, 1999, at 4:30 p.m., and at any and all
adjournments thereof, as follows:
1. The election as directors of all nominees listed below, except as
marked to the contrary.
|_| FOR |_| VOTE WITHHELD
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name on the list below:
Steven L. Banks W. Gordon Coryea
(each for a three year term)
2. Ratification of the appointment of Olive LLP as auditors for the year
ending June 30, 2000.
|_| FOR |_| AGAINST |_| ABSTAIN
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" each
of the listed propositions.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
This Proxy may be revoked at any time prior to the voting thereof.
The undersigned acknowledges receipt from Marion Capital Holdings, Inc., prior
to the execution of this Proxy, of a Notice of the Meeting, a Proxy Statement
and an Annual Report to Shareholders.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE
PAID ENVELOPE.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual
Meeting or at any adjournment thereof and after notification to the Secretary of
the Corporation at the Meeting of the shareholder's decision to terminate this
Proxy, then the power of such attorneys and proxies shall be deemed terminated
and of no further force and effect.
Dated:_______________________________, 1999
NUMBER OF SHARES
--------------------------------------------
Signature of Shareholder
--------------------------------------------
Signature of Shareholder
Please sign exactly as your name appears
above on this card. When signing as
attorney, executor, administrator, trustee
or guardian, please give your full title. If
shares are held jointly, each holder should
sign.